10th Jan 2006 18:14
Telefonica SA10 January 2006 Telefonica, S.A.10 January 2006 FOR IMMEDIATE RELEASE10 January 2006 Not for release, publication or distribution in or into the United States, Canada, Australia or Japan Recommended Cash Offer by Goldman Sachs International and Citigroup Global Markets Limited on behalf of Telefonica, S.A. for O2 Plc Offer update - EC Merger Regulation clearance Telefonica is pleased to announce that the European Commission has cleared itsproposed acquisition of O2. Clearance was conditional upon Telefonica agreeingthat Telefonica Moviles would exit from the FreeMove Alliance. The priorapproval of the European Commission would be required for Telefonica Moviles torejoin FreeMove within the coming years. The Offer remains conditional upon the conditions set out in paragraphs 3 to 11of Part A of Appendix I to the Offer Document. The Offer remains open for acceptance and is hereby extended to 1.00 p.m.(London time) on 26 January 2006. However, O2 Shareholders are urged to acceptthe Offer as soon as possible and before 1.00 p.m. (London time) on 20 January2006. O2 Shareholders who have not yet accepted the Offer and who hold O2 Shares incertificated form are urged to complete, sign and return the Form of Acceptanceas soon as possible to Lloyds TSB Registrars. If you hold O2 Shares in uncertificated form (that is, in CREST), you are urgedto accept the Offer by TTE instruction as soon as possible. If you hold O2Shares as a CREST sponsored member, you should refer to your CREST sponsor, asonly your CREST sponsor will be able to send the necessary TTE instruction toCREST. If you are an O2 Easyshare Shareholder, you are urged to instruct O2 EasyshareNomineeCo to accept the Offer on your behalf by completing, signing andreturning the Form of Instruction as soon as possible to Lloyds TSB Registrarsat The Causeway, Worthing, West Sussex BN99 6DA. Telefonica expects that the Offer will be declared wholly unconditional inJanuary 2006. Shareholders should note that if the Offer becomes or is declared unconditionalin all respects, and sufficient acceptances are received, Telefonica intends toprocure that O2 will make an application to the appropriate authorities tode-list the O2 Shares from the Official List and to cancel admission to tradingof O2 Shares on the London Stock Exchange's market for listed securities. Shareholders should further note that, subject to the Offer becoming or beingdeclared wholly unconditional, once Telefonica has acquired, or agreed toacquire, more than, 90 per cent. of the O2 Shares to which the Offer relates, itwill implement the procedures set out in sections 428 to 430F of the CompaniesAct to acquire compulsorily those O2 Shares for which it has not receivedacceptances of the Offer. Copies of the Offer Document are available from Lloyds TSB Registrars atPrincess House, 1 Suffolk Lane, London EC4R 0AX. Terms defined in the offer document dated 21 November 2005 (the "Offer Document") shall have the same meanings in this announcement. ENQUIRIES Lloyds TSB Registrars Tel: 0800 169 6946 (if calling from within the United Kingdom) Tel: +44 (0)121 415 7593 (if calling from outside the United Kingdom) Telefonica Tel: +34 91 584 4700Investor Relations Office Citigroup Global Markets Limited - London Tel: +44 (0)20 7986 4000Mark SimonianWilliam KennishMatthew Smith Citigroup Global Markets Limited - Madrid Tel: +34 91 538 4080Ignacio Gutierrez Orrantia Goldman Sachs International - London Tel: +44 (0) 20 7774 1000Luca FerrariPhil Raper (Corporate Broking) Goldman Sachs International - Madrid Tel: +34 91 700 6000David Jimenez-BlancoJuande Gomez-Villalba Hudson Sandler Tel: +44 (0)20 7796 4133Andrew Hayes Fax: +44 (0)20 7796 3480Sandrine Gallien Goldman Sachs International, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively forTelefonica and no one else in connection with the matters described in thisannouncement and is not advising any other person and accordingly will not beresponsible to any person other than Telefonica for providing the protectionsafforded to clients of Goldman Sachs International or for providing advice inrelation to the matters described in this announcement. Citigroup Global Markets Limited, which is authorised and regulated in theUnited Kingdom by the Financial Services Authority, is acting exclusively forTelefonica and no one else in connection with the matters described in thisannouncement and is not advising any other person and accordingly will not beresponsible to any person other than Telefonica for providing the protectionsafforded to clients of Citigroup Global Markets Limited or for providing advicein relation to the matters described in this announcement. This announcement does not constitute, or form part of, any offer for, or anysolicitation of any offer for, securities. Any acceptance or other response tothe Offer should be made only on the basis of information referred to in theOffer Document. The availability of the Offer to persons who are not resident in the UnitedKingdom may be affected by the laws of their relevant jurisdiction. Suchpersons should inform themselves of, and observe, any applicable legal orregulatory requirements of their jurisdiction. Further details in relation toOverseas Shareholders contained in the Offer Document. Unless otherwise determined by Telefonica, the Offer is not being, and will notbe, made, directly or indirectly, in or into or by the use of the mails of, orby any means or instrumentality (including, without limitation, telephonicallyor electronically) of interstate or foreign commerce of, or through anyfacilities of a national securities exchange of, the United States, Canada,Australia or Japan or any other jurisdiction if to do so would constitute aviolation of the relevant laws of such jurisdiction, and the Offer should not beaccepted by any such use, means, instrumentality or facilities or from or withinthe United States, Canada, Australia or Japan or any such other jurisdiction.Accordingly, copies of this announcement are not being, and must not be mailedor otherwise forwarded, distributed or sent in, into or from the United States,Canada, Australia or Japan and all persons receiving this announcement(including nominees, trustees and custodians) must not mail or otherwiseforward, distribute or send it in, into or from the United States, Canada,Australia or Japan. Doing so may render invalid any purported acceptance of theOffer. Notwithstanding the foregoing, Telefonica will retain the right topermit the Offer to be accepted and any sale of securities pursuant to the Offerto be completed if, in its sole discretion, it is satisfied that the transactionin question can be undertaken in compliance with applicable law and regulation.The Loan Notes will not be made available to O2 Shareholders in the UnitedStates, Canada, Australia or Japan or any other jurisdiction in respect of whichthe issue of Loan Notes would be unlawful. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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